TIDMCIU

RNS Number : 7302B

Cape plc

06 April 2017

Cape plc

6 April 2017

6 April 2017

Cape plc ('Cape' or the 'Company')

Annual Financial Report

Cape announces that its Annual Financial Report for the year ended 31 December 2016 (the "2016 Annual Report"), the Notice of Annual General Meeting ("Notice of AGM"), form of proxy ("Form of Proxy") and a letter requesting the sending of documents and information by electronic means ("Electronic Documents and Information Letter") have today been mailed to Ordinary Shareholders and the Scheme Shareholder (as defined in the Company's Articles of Association).

Pursuant to Listing Rule 9.6.1, the 2016 Annual Report, Notice of AGM, Form of Proxy and Electronic Documents and Information Letter have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do and can also be viewed on the Company's website at www.capeplc.com.

AGM Location

The Company's AGM will be held at 10.00am (BST) on Wednesday, 10 May 2017 at the offices of Cape at Drayton Hall, Church Road, West Drayton, Middlesex UB7 7PS, United Kingdom.

Additional Information

In accordance with Disclosure and Transparency Rule 6.3.5(2)(b), additional information is set out in the appendices to this announcement. This information is extracted in full unedited text from the Annual Report. References to page numbers are the respective page numbers in the Annual Report. This information is not a substitute for reading the full Annual Report.

Cape plc

Richard Allan

Company Secretary

Appendices:

Appendix 1: Directors' Responsibility Statement

The following directors' responsibility statement is extracted from the 2016 Annual Report (page 79).

Directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable laws and regulations. The directors are also responsible for the preparation

of the directors' remuneration report, which they have chosen to prepare, being under no obligation to do so under Jersey law ('the Law'). The directors are also responsible for the preparation of the Directors' governance report under the Listing Rules.

Jersey company law requires the directors to prepare financial statements for each financial period in accordance with generally accepted accounting principles prescribed for the purposes of the Law. Pursuant to that Law, the directors have prepared the Group consolidated financial statements and the parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU).

The financial statements are required by law to give a true and fair view of the state of affairs of the Company at the period's end and also the profit or loss of the Company for the period then ended. In preparing those financial statements, the directors should:

   -     select suitable accounting policies and then apply them consistently; 
   -     make judgements and estimates that are reasonable; 

- state that the financial statements comply with IFRSs as adopted by the EU, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the 'going concern' basis unless it is inappropriate to presume that the Company will continue in business, in which case there should be supporting assumptions or qualifications as necessary.

The directors are responsible for keeping adequate accounting records which are sufficient to show and explain the Company's transactions and as such to disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the law. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement under the Disclosure Guidance and Transparency Rules

Each of the current directors, whose names and functions are listed on page 52 of the 2016 Annual Report confirms that, to the best of his/her knowledge:

- the consolidated financial statements, prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group and the undertakings included in the consolidation taken as a whole; and

- the Directors' governance report (including the corporate governance report and the Audit Committee report) on pages 50 to 81 of the 2016 Annual Report and the regional and Chief Financial Officer's reviews on pages 18 to 30 of the 2016 Annual Report include a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face as set out in the principal risks and viability review on pages 34 to 39 of the 2016 Annual Report.

Directors' statement under the Corporate Governance Code

The Strategic report and this directors' governance report (including the remuneration report) were reviewed and approved by the Board on 14 March 2017. The Board confirms that, taken as a whole, these reports represent a fair, balanced and understandable report on the Group's performance, business model and strategy.

By order of the Board

Michael Speakman

Chief Financial Officer

14 March 2017

Appendix 2: Principal Risks & Uncertainties

The following description of the principal risks and uncertainties that the Company faces is extracted from the 2016 Annual Report (pages 32 to 39).

Cape recognises that in a dynamic operational and business environment, it is essential that we actively manage our risks and opportunities to allow us to meet the Group's strategic objectives and deliver value to our shareholders. Our risk management procedures allow the Group to identify, assess and manage risk to an acceptable level while pursuing our strategic objectives and protecting and enhancing our reputation.

How we manage risk

Following Cape's values in everything we do

Whilst Cape is focussed on seeking opportunities and delivering our objectives, we must do so by working in accordance with our values. We firmly believe that adopting responsible behaviour at every level and in every aspect of the business is key to our success and this is our first line of defence in risk management. Our values, visible adherence to our values and the reinforcement of them has created a strong culture of risk awareness within the business.

For more information go to page 41 of the 2016 Annual Report

Operations are accountable and maintain an effective risk mitigation framework

Our employees work across many different geographies and provide a wide range of services, which presents a range of risks. Our employees take accountability for identifying and effectively managing risks, using the Group's thorough system of policies and procedures. Internal control procedures are maintained on a day-to-day basis, risk registers are in place and training is assessed, to ensure the appropriate knowledge and skills are in place where and when they are needed.

Our independent risk management and compliance functions determine appropriate frameworks for managing risk

Independent functions, such as Health and Safety, Finance, Legal, Commercial and Operational Excellence, determine: the appropriate frameworks; set standards for managing risk; provide oversight for specific risk areas; collaborate with project and process owners on controls to mitigate identified risks; and ensure standards are implemented by process owners consistently across Cape.

Internal audit provides independent challenge

Our Internal Audit function reviews financial controls and risk management procedures throughout Cape, identifying risks, issues and opportunities for improvement and then reporting to the Executive Management and Audit Committee on these matters, including updates on progress made against open items.

The Board and Executive Management provide assessment and governance

The Board and Executive Management are actively engaged in assessing strategic risk and providing oversight. The Audit Committee formally reviews the results of the risk assessment process twice a year and reviews internal audit assurance work throughout the year.

For more information go to page 60 of the 2016 Annual Report

Our risk monitoring process

Analysing risks

- Risks are evaluated to establish potential financial and non-financial impacts, the likelihood of occurrence and the root cause. Risk is assessed formally at business unit level through risk workshops and the continual maintenance of risk registers. Every six months, a focussed bottom-up risk assessment is undertaken by all business units which results in a prioritised register of risks. A top-down assessment of operational and strategic risk is undertaken by the Board and Executive Management at least annually. The two processes are compared for profile and gaps and are factored into Cape's final risk analysis.

Risk mitigation

- We review the nature, adequacy and appropriateness of our current controls to mitigate these risks. If new, different or additional risks are identified, or if additional controls are required, these are developed and appropriate responsibilities to discharge are assigned. Acquisition and other investment-related risks are identified and assessed before key investment decisions are made. A comprehensive and rigorous bid authorisation model is used to evaluate the Group's risks when bidding for work and before contractual commitments are made.

Reporting and monitoring

- Risks are monitored throughout the year by the Executive Management and summarised to the Board. Emerging risks are identified, reported and reviewed on an ongoing basis, with particular focus on capturing emerging risk and monitoring all changing risk during monthly business reviews. Management is responsible for monitoring weakness in controls and progress of actions taken by business units to mitigate the key risks; this is supported through the Group's internal audit programme. The results of the risk management process are reported to the Audit Committee every six months.

For more information go to page 60 to 64 of the 2016 Annual Report

Risk appetite

The Group's risk appetite drives high standards of health, safety and environmental compliance, strong commercial risk controls and financial management that collectively allow growth whilst limiting the Group's risk exposure to an acceptable level. The level of risk is considered appropriate for Cape to accept in achieving our strategic objectives and is determined in accordance with the Board's strategic reviews and risk assessments during the year.

2016 assessment of principal risks

The risk assessment exercise is undertaken by each business unit and independent group function who conduct a formal review of the risks that could impact their activities. The assessment includes the perceived level of risk and likelihood of occurrence, both before and after mitigating controls. The impact of risks were quantified across a range of factors including: financial, health and safety, environmental, enforcement and reputational. The Executive Committee separately discussed the Group's principal risks in December to form a top-down assessment and oversight from a Group-wide view. The Board also reviewed and challenged the Group's assessment of risks, supported by the information obtained through the 'deep-dive' reviews of anti-bribery and anti-corruption and taxation, to arrive at the agreed principal risks.

Following these risk reviews, the Board noted that the Company is exposed to increasing IT--related financial risks, reflecting in part the increase in external cyber security threats. Consequently, IT--system and cyber risks have been added to the Group's principal risks and are explained in more detail in the following pages:

Please see table set out on page 33 of the 2016 Annual Report.

 
 A Global political, security                              G Preservation of Company 
  and economic conditions                                   assets and investment 
 B Key customer and market                                 H Compliance and business 
  dependency                                                conduct risk 
 C Health, safety and                                      I Industrial Disease 
  environmental (HSE) risks                                 Claims - 
                                                            provision adequacy risk 
 D Recruitment and retention                                  J Industrial Disease 
  of key executives and                                        Claims - 
  skilled employees                                            widening of the scope 
                                                               and liability 
 E Contract acceptance                                     K Tax and treasury risks 
  risk 
 F Operational and project                                 L IT-System and cyber 
  performance risk                                          risks 
 
 
  Principal risks and viability 
 Risk              Risk description       Link to          Mitigation             Change      More information 
                                           strategy                                in risk     within 
                                                                                   during      the 2016 
                                                                                   2016        Annual 
                                                                                               Report 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 A. Global         There                  - Geographic     - A diverse            Please      Corporate 
  political,        is a potential         expansion        portfolio              see page    and social 
  security          impact                 - Balanced       reduces                34 of       responsibility 
  and economic      on the                 business         exposure               the 2016    section 
  conditions        Group                                   to each                Annual      (security) 
                    from political,                         specific               Report      page 43 
                    security                                location,                          Our markets 
                    and                                     providing                          page 12 
                    economic                                diverse                            Cape at 
                    conditions                              revenue                            a glance 
                    globally.                               streams                            page 2 
                    We operate                              - Dedicated 
                    across                                  Group 
                    the globe                               Head of 
                    and                                     Security 
                    therefore                               responsible 
                    may be                                  for regular 
                    exposed                                 security 
                    to adverse                              and risk 
                    situations                              assessment, 
                    with potential                          monitoring 
                    risk to                                 alert 
                    our people,                             and escalation 
                    assets                                  procedures 
                    and business                            - Improved 
                    operations.                             contingency 
                    Examples                                plans 
                    of such                                 and evacuation 
                    risks                                   strategies 
                    would                                   developed 
                    be geo-political                        - Travel 
                    events,                                 by Cape 
                    sanctions,                              employees 
                    terrorist                               is monitored 
                    events,                                 and restricted 
                    disease                                 in countries 
                    outbreaks                               deemed 
                    or environmental                        unsafe 
                    hazards.                                or too 
                    Deterioration                           high risk 
                    in commodity                            - Legal 
                    prices                                  Counsel 
                    affecting                               monitors 
                    customer                                any changes 
                    capital                                 in sanctions 
                    and operational                         legislation 
                    expenditure                             - Senior 
                    is a key                                management 
                    risk.                                   presence 
                    Although                                in all 
                    we operate                              regions 
                    over a                                  - Reviews 
                    number                                  of the 
                    of sectors,                             Group's 
                    we are                                  forecast 
                    at risk                                 and market 
                    of                                      trends 
                    declining                               are completed 
                    revenue                                 quarterly 
                    streams,                                along 
                    contract                                with the 
                    renegotiation                           Group's 
                    and incurring                           strategic 
                    costs                                   annual 
                    which                                   planning 
                    are not                                 process 
                    supported                               to ensure 
                    by revenue                              any impacts 
                    during                                  from the 
                    economic                                economic 
                    downturns.                              environment 
                                                            are managed 
                                                            - Contract 
                                                            performance 
                                                            reviewed 
                                                            monthly 
                                                            by Finance 
                                                            and Commercial 
                                                            management, 
                                                            with those 
                                                            deemed 
                                                            high risk 
                                                            escalated 
                                                            to the 
                                                            Audit 
                                                            Committee. 
                                                            This allows 
                                                            any changes 
                                                            to expected 
                                                            performance 
                                                            or 
                                                            impact 
                                                            of economic 
                                                            downturns 
                                                            to be 
                                                            identified 
                                                            early, 
                                                            reviewed 
                                                            in the 
                                                            context 
                                                            of the 
                                                            Group's 
                                                            risk appetite 
                                                            and any 
                                                            necessary 
                                                            action 
                                                            taken. 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 B. Key            Loss of                - Customer       - Group                Please      Our markets 
  client            key customers          intimacy         strategy               see page    page 12 
  and market        or decline             - Balanced       focussed               34 of       Cape at 
  dependency        in a key               business         on creating            the 2016    a glance 
                    market                 - Operational    a broad                Annual      page 2 
                    could                  excellence       portfolio              Report 
                    adversely                               of 
                    affect                                  customers 
                    Cape's                                  and markets 
                    financial                               - Acquisitions 
                    performance.                            bring 
                    The Group's                             new customer 
                    top ten                                 relationships 
                    customers                               and wider 
                    represented                             opportunities 
                    54% of                                  - Customer 
                    revenue                                 relationships 
                    (2015:                                  are built 
                    45%) and                                at multiple 
                    if we                                   levels 
                    are unable                              from site 
                    to                                      supervisors 
                    continue                                to senior 
                    working                                 management 
                    for one                                 - Revenues 
                    or more                                 are generated 
                    of our                                  from a 
                    key customers,                          wide variety 
                    the Group's                             of service 
                    future                                  offerings 
                    prospects                               across 
                    may be                                  numerous 
                    impacted.                               markets 
                    There                                   and different 
                    is the                                  geographies 
                    risk of                                 providing 
                    revenues                                greater 
                    being                                   stability 
                    too concentrated                        and robustness 
                    on a particular                         of revenue 
                    market.                                 streams 
                    Working                                 - Work 
                    capital                                 performed 
                    may be                                  throughout 
                    impacted                                asset 
                    if key                                  life cycles 
                    customers                               providing 
                    look to                                 opportunities 
                    extend                                  at each 
                    payment                                 stage 
                    terms                                   - Multi-year 
                    or reject                               contracts 
                    invoiced                                in place 
                    revenues.                               - Monthly 
                                                            contract 
                                                            performance 
                                                            reviews 
                                                            by Finance 
                                                            and 
                                                            Commercial 
                                                            management 
                                                            to identify 
                                                            and escalate 
                                                            high risk 
                                                            areas 
                                                            - Risk 
                                                            based 
                                                            credit 
                                                            control 
                                                            procedures 
                                                            are carried 
                                                            out before 
                                                            contracts 
                                                            are bid 
                                                            - Debt 
                                                            exposures 
                                                            are monitored 
                                                            during 
                                                            contract 
                                                            lives 
                                                            and firm 
                                                            operational 
                                                            decisions 
                                                            are taken 
                                                            when limits 
                                                            are approached 
                                                            or breached 
                                                            - Operational 
                                                            excellence 
                                                            initiatives 
                                                            seek to 
                                                            improve 
                                                            customer 
                                                            retention 
                                                            by increasing 
                                                            efficiencies 
                                                            and enhancing 
                                                            customer 
                                                            relations 
                                                            and satisfaction 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 C. Health,        The Group              - Geographic     - HSE                  Please      Corporate 
  safety            may suffer             expansion        reporting              see page    and social 
  and               commercial             - Operational    on both                34 of       responsibility 
  environmental     and reputational       excellence       leading                the 2016    section 
  (HSE)             damage                                  and lagging            Annual      (health 
  risks             as a                                    indicators             Report      and safety) 
                    result                                  monthly                            page 43 
                    of a safety                             to the                             to 45 
                    or environmental                        Executive 
                    incident                                Committee 
                    involving                               and to 
                    our employees,                          the Board 
                    members                                 - High 
                    of the                                  number 
                    public                                  of site 
                    or third-party                          based 
                    partners.                               HSE personnel 
                    Failure                                 in all 
                    to maintain                             regions 
                    high                                    - Investment 
                    HSE standards                           in training 
                    could                                   to improve 
                    result                                  staff 
                    in injury                               skills 
                    or loss                                 and ensure 
                    of personnel,                           qualifications 
                    breach                                  are up 
                    of regulations,                         to date 
                    financial                               - HSE 
                    loss and                                initiatives 
                    reputational                            rolled 
                    damage.                                 out throughout 
                    Financial                               the year 
                    penalties,                              to raise 
                    which                                   awareness 
                    in the                                  - HSE 
                    UK are                                  policies 
                    significantly                           and procedures 
                    increasing,                             in place 
                    in respect                              and monitored 
                    of HSE                                  throughout 
                    incidents                               all regions 
                    may be 
                    incurred. 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 D. Recruitment    The inability          - Geographic     Monitor                Please      Directors' 
  and retention     to recruit             expansion        employee               see page    remuneration 
  of                or retain              - Customer       turnover               34 of       report 
  key executives    both key               intimacy         and conduct            the 2016    page 65 
  and skilled       executives             - Broaden        exit interviews        Annual      to 77 
  employees         and skilled            portfolio        - Training             Report      Corporate 
                    employees              - Operational    programmes                         and social 
                    could                  excellence       implemented                        responsibility 
                    adversely                               at all                             section 
                    impact                                  levels                             (people) 
                    the Group,                              of Cape                            page 42 
                    both operationally                      including 
                    and financially.                        programmes 
                    Strategic                               aimed 
                    objectives                              at executives, 
                    may not                                 senior 
                    be advanced                             leaders, 
                    without                                 future 
                    the                                     leaders, 
                    industry                                site managers 
                    knowledge                               and supervisors. 
                    and experience                          Skilled 
                    possessed                               employees' 
                    by key                                  training 
                    executives,                             is 
                    senior                                  monitored 
                    management                              and refreshed 
                    and skilled                             as required 
                    employees.                              - Executive 
                    The availability                        remuneration 
                    of suitably                             is reviewed 
                    skilled                                 against 
                    employees                               market 
                    can differ                              data to 
                    significantly                           ensure 
                    between                                 awards 
                    different                               are competitive. 
                    geographies.                            Long-term 
                    Visa restrictions,                      incentive 
                    which                                   plans 
                    are increasing                          are in 
                    in certain                              place 
                    key countries,                          to 
                    can impact                              encourage 
                    employee                                the retention 
                    availability.                           of the 
                                                            key management 
                                                            group 
                                                            - Availability 
                                                            of skilled 
                                                            employees 
                                                            has improved 
                                                            in some 
                                                            geographies 
                                                            as projects 
                                                            complete 
                                                            and other 
                                                            projects 
                                                            become 
                                                            impacted 
                                                            by regional 
                                                            economic 
                                                            conditions 
                                                            - Broad 
                                                            portfolio 
                                                            of services 
                                                            and geographic 
                                                            footprint 
                                                            provides 
                                                            employee 
                                                            development 
                                                            opportunities 
                                                            - Software 
                                                            to track 
                                                            status 
                                                            of new 
                                                            and previously 
                                                            employed 
                                                            skilled 
                                                            people 
                                                            is operating 
                                                            across 
                                                            all regions 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 E. Contract       There                  - Geographic     - Policies             Please      Audit 
  acceptance        is a risk              expansion        and procedures         see page    Committee 
  risk              that Cape              - Operational    in place               36 of       report 
                    may fail               excellence       for contract           the 2016    page 61 
                    to manage              - Broaden        approval               Annual      to 64 
                    contract               portfolio        include                Report 
                    risk and                                bid approval 
                    commit                                  models, 
                    to contractual                          peer review 
                    terms                                   and Board 
                    and conditions                          approval 
                    that expose                             of key 
                    the Group                               contracts 
                    to excessive                            - Experienced 
                    financial                               management 
                    risks                                   teams 
                    and potential                           in place 
                    cost overruns.                          for all 
                                                            service 
                                                            offerings 
                                                            with the 
                                                            relevant 
                                                            technical 
                                                            and industry 
                                                            knowledge 
                                                            - Dedicated 
                                                            Estimation 
                                                            and Commercial 
                                                            teams 
                                                            are in 
                                                            place 
                                                            in all 
                                                            regions 
                                                            - Commercial 
                                                            management 
                                                            report 
                                                            on high 
                                                            risk contracts 
                                                            to senior 
                                                            executives 
                                                            and the 
                                                            Audit 
                                                            Committee 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 F. Operational    Inefficient            - Geographic     - Operational          Please      Audit 
  and project       project                expansion        excellence             see page    Committee 
  performance       execution              - Customer       initiatives            36 of       report 
  risk              and management         intimacy         have been              the 2016    page 61 
                    could                  - Broaden        implemented            Annual      to 64 
                    lead to                portfolio        and                    Report 
                    additional             - Operational    subsequently 
                    costs                  excellence       further 
                    being                                   developed 
                    incurred,                               each year 
                    affecting                               as part 
                    overall                                 of continuous 
                    project                                 improvement 
                    performance                             programmes; 
                    and the                                 standardised 
                    Group's                                 global 
                    financial                               project 
                    performance.                            delivery 
                    As our                                  system 
                    range                                   framework; 
                    of services                             continuing 
                    and                                     to develop 
                    geographies                             and formalise 
                    broaden,                                best practice; 
                    the number                              and knowledge 
                    of project                              sharing 
                    types                                   across 
                    and styles                              the Group 
                    expand,                                 through 
                    increasing                              centres 
                    this risk.                              of excellence 
                                                            - Cape 
                                                            Management 
                                                            Development 
                                                            Programme 
                                                            provides 
                                                            training 
                                                            to all 
                                                            levels 
                                                            of employees 
                                                            and includes 
                                                            project 
                                                            management 
                                                            and 
                                                            financial 
                                                            management 
                                                            skills 
                                                            - Implementation 
                                                            of site 
                                                            based 
                                                            IT systems 
                                                            that monitor 
                                                            projects 
                                                            and support 
                                                            project 
                                                            managers 
                                                            - Monthly 
                                                            project 
                                                            performance 
                                                            reviews 
                                                            are undertaken 
                                                            involving 
                                                            finance, 
                                                            commercial 
                                                            and operational 
                                                            personnel 
                                                            - Audit 
                                                            Committee 
                                                            regularly 
                                                            review 
                                                            commercial 
                                                            contract 
                                                            risks 
                                                            with 
                                                            the Chief 
                                                            Executive 
                                                            and Chief 
                                                            Financial 
                                                            Officer 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 G. Preservation   Return                 - Geographic     - Due                  Please      Audit 
  of Company        on invested            expansion        diligence              see page    Committee 
  assets            capital                - Broaden        assessments            36 of       report 
  and investment    may decrease           portfolio        undertaken             the 2016    page 61 
                    if there               - Operational    prior                  Annual      to 64 
                    is a failure           excellence       to acquisitions,       Report 
                    to achieve                              the formation 
                    satisfactory                            of joint 
                    returns                                 venture 
                    on assets,                              arrangements 
                    acquisitions,                           and other 
                    joint                                   investments 
                    ventures                                - Asset 
                    or other                                control 
                    investments.                            policies 
                    At 31                                   and procedures 
                    December,                               in place 
                    Cape held                               globally 
                    GBP84.0                                 - Group 
                    million                                 Head of 
                    of property,                            Assets 
                    plant                                   responsible 
                    and equipment                           for the 
                    around                                  co-ordination, 
                    the globe                               utilisation, 
                    and the                                 supply 
                    inadequate                              and relocation 
                    management                              of assets 
                    and financial                           worldwide 
                    control                                 - Standardised 
                    of remote                               asset 
                    assets                                  management 
                    may expose                              systems 
                    the Group                               being 
                    to losses.                              rolled 
                                                            out across 
                                                            all countries 
                                                            giving 
                                                            improved 
                                                            visibility 
                                                            of asset 
                                                            location 
                                                            and condition 
                                                            - Asset 
                                                            counts 
                                                            performed 
                                                            annually, 
                                                            including 
                                                            impairment 
                                                            assessments 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 H. Compliance     Cape is                - Geographic     - Cape's               Please      Accountability/Audit 
  and business      exposed                expansion        values                 see page   Committee 
  conduct           to the                 - Broaden        drive                  36 of      report 
  risk              risk of                portfolio        a culture              the 2016   Pages 
                    non-compliance         - Operational    where                  Annual     60-64 
                    and breach             excellence       integrity,             Report 
                    of                                      honesty                           For further 
                    applicable                              and                               information 
                    laws and                                compliance                        of Cape's 
                    regulations                             are an                            corporate 
                    including                               integral                          responsibility 
                    anti-bribery                            part of                           please 
                    and anticorruption,                     day-to-day                        refer 
                    health                                  business                          to our 
                    and safety                              at all                            website 
                    regulations                             levels                            www.capeplc.com/ 
                    and sanctions.                          - Global                          corporate-responsibility 
                                                            whistleblowing 
                    Laws and                                procedures 
                    regulations                             in place 
                    are increasing                          - Documentation 
                    and their                               of key 
                    reach                                   operational 
                    is extending.                           and administration 
                    Forthcoming                             policies 
                    UK legislation                          and procedures 
                    will include:                           are available 
                    data protection;                        to the 
                    modern                                  majority 
                    day                                     of the 
                    slavery;                                Company's 
                    gender                                  employees 
                    pay analysis;                           on the 
                    and export                              Cape Management 
                    controls.                               System 
                                                            - Senior 
                    A lack                                  managers 
                    of detailed                             within 
                    knowledge                               each of 
                    of relevant                             the Group's 
                    legislation                             business 
                    across                                  units 
                    the countries                           certify 
                    we operate                              detailed 
                    in could                                questionnaires 
                    result                                  covering 
                    in a breach                             their 
                    of law                                  unit's 
                    or regulation.                          business 
                                                            conduct 
                                                            and regulatory 
                                                            compliance 
                                                            every 
                                                            six months 
                                                            - Anti-bribery 
                                                            and anti-corruption 
                                                            policies 
                                                            and training 
                                                            is 
                                                            provided 
                                                            globally 
                                                            - Investment 
                                                            in training 
                                                            to improve 
                                                            the compliance 
                                                            knowledge 
                                                            of staff 
                                                            is being 
                                                            led by 
                                                            the Group's 
                                                            legal 
                                                            department 
                                                            - Compliance 
                                                            is monitored 
                                                            by the 
                                                            relevant 
                                                            Group 
                                                            functions 
                                                            including 
                                                            Tax and 
                                                            Treasury, 
                                                            Legal, 
                                                            Finance, 
                                                            and HSE 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 I. Industrial     Cape receives          - Operational    - The                  Please      Note 2 
  Disease           claims                 excellence       court-approved         see page    'Summary 
  Claims            from individuals                        2006 Scheme            36 of       of significant 
  (IDC)             and insurance                           of Arrangement         the 2016    accounting 
  - provision       companies                               protects               Annual      policies' 
  adequacy          in                                      the                    Report      Note 4 
  risk              relation                                interests                          'Significant 
                    to the                                  of future                          judgements 
                    historical                              IDC claimants                      and estimates' 
                    alleged                                 whilst                             Note 29 
                    exposure                                at the                             'Provisions' 
                    to asbestos.                            same time                          Note 34 
                    There                                   protecting                         'Industrial 
                    is a risk                               the Group                          disease 
                    that Cape                               from the                           claim 
                    materially                              impact                             provision 
                    underestimates                          of extreme                         and 
                    the IDC                                 adverse                            contingent 
                    funding                                 change                             liabilities' 
                    requirement                             in the 
                    due                                     claims 
                    to inherent                             environment 
                    uncertainty                             - Triennial 
                    associated                              valuation 
                    with the                                of the 
                    future                                  IDC liability 
                    level                                   carried 
                    of asbestos                             out by 
                    related                                 external 
                    IDC and                                 actuaries 
                    of the                                  using 
                    costs                                   the Group's 
                    arising                                 cumulative 
                    from such                               claims 
                    claims.                                 history 
                                                            and updated 
                                                            economic 
                                                            assumptions 
                                                            - Recent 
                                                            valuation 
                                                            produced 
                                                            favourable 
                                                            trends 
                                                            and reduces 
                                                            the 
                                                            risk profile 
                                                            of the 
                                                            liability 
                                                            - Annual 
                                                            review 
                                                            carried 
                                                            out by 
                                                            external 
                                                            actuaries 
                                                            and external 
                                                            auditors 
                                                            of Cape's 
                                                            accounting 
                                                            note on 
                                                            the valuation 
                                                            of IDC 
                                                            - Half 
                                                            yearly 
                                                            review 
                                                            of economic 
                                                            assumptions 
                                                            by the 
                                                            Board 
                                                            - Dedicated 
                                                            internal 
                                                            Legal 
                                                            function 
                                                            and external 
                                                            claims 
                                                            handlers 
                                                            and specialist 
                                                            legal 
                                                            advisors 
                                                            proactively 
                                                            manage 
                                                            cases 
                                                            and monitor 
                                                            changes 
                                                            in the 
                                                            legal 
                                                            environment 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 J. Industrial     Legal                  - Operational    - Recent               Please      Note 2 
  Disease           precedent              excellence       agreement              see page    'Summary 
  Claims            in this                                 to settle              38 of       of 
  (IDC)             area is                                 insurer                the 2016    significant 
  - widening        constantly                              product                Annual      accounting 
  of the            evolving                                liability              Report      policies' 
  scope             and the                                 claims                             Note 4 
  and               Group                                   substantially                      'Significant 
  liability         is                                      reduces                            judgements 
                    subjected                               the risk                           and estimates' 
                    to new                                  to the                             Note 29 
                    claim                                   business                           'Provisions' 
                    types                                   in this                            Note 34 
                    over time.                              area                               'Industrial 
                    These                                   - Regular                          disease 
                    may give                                Board                              claim 
                    rise to                                 review                             provision 
                    uncertainty                             of IDC                             and 
                    in both                                 litigation                         contingent 
                    the future                              - Dedicated                        liabilities' 
                    level                                   internal                           Note 39 
                    of asbestos-related                     Legal                              'Post 
                    IDC and                                 function                           balance 
                    of the                                  monitors                           sheet 
                    legal                                   changes                            events 
                    and other                               in the 
                    costs                                   legal 
                    arising                                 environment 
                    from such                               - Specialist 
                    claims.                                 external 
                                                            legal 
                                                            and other 
                                                            advisors 
                                                            engaged 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 K. Tax            We operate             - Geographic     - Cape's               Please      Note 2 
  and treasury      across                 expansion        values                 see page    'Summary 
  risks             a number               - Customer       drive                  38 of       of significant 
                    of economies           intimacy         a culture              the 2016    accounting 
                    and jurisdictions      - Broaden        where                  Annual      policies' 
                    which                  portfolio        integrity,             Report      Note 12 
                    therefore                               honesty                            'Income 
                    exposes                                 and                                tax' 
                    the Group                               compliance                         Note 20 
                    to a range                              are an                             'Deferred 
                    of tax                                  integral                           income 
                    laws that                               part of                            tax' 
                    vary significantly                      day-to-day                         Note 28 
                    and are                                 business                           'Current 
                    rapidly                                 at all                             income 
                    evolving                                levels                             tax liabilities' 
                    toward                                  - Tax                              Note 34 
                    global                                  policies                           'Industrial 
                    transparency                            and procedures                     disease 
                    and                                     are regularly                      claim 
                    harmonisation.                          updated,                           provision 
                    The Group                               with the                           and 
                    is required                             Group's                            contingent 
                    to interpret                            tax strategy                       liabilities' 
                    laws and                                to be 
                    treaties                                published 
                    and must                                online 
                    manage                                  in 2017 
                    its tax                                 - Embedded 
                    affairs                                 tax expertise 
                    within                                  in all 
                    these                                   major 
                    laws or                                 businesses 
                    else risk                               along 
                    incurring                               with central 
                    fines                                   Group 
                    and/or                                  Tax team 
                    charges                                 support 
                    from the                                - Ongoing 
                    tax authorities.                        reviews 
                    Taxation                                conducted 
                    regimes                                 by the 
                    are increasingly                        Group 
                    co-ordinating                           Tax and 
                    and tightening                          Legal 
                    with 'base                              team to 
                    erosion                                 monitor 
                    and profit                              compliance 
                    shifting'                               - External 
                    rules                                   advisors 
                    and equivalent                          are used 
                    regulations.                            to support 
                    In some                                 local 
                    cases,                                  teams 
                    tax legislation                         on specific 
                    or rules                                tax matters 
                    are not                                 including 
                    clear                                   legal 
                    and the                                 opinion 
                    Group                                   when requiring 
                    may disagree                            interpretation 
                    with the                                of tax 
                    tax                                     legislation 
                    authorities.                            and principals 
                    If this                                 - Active 
                    is the                                  engagement 
                    case,                                   with relevant 
                    then it                                 tax and 
                    may be                                  government 
                    necessary                               authorities 
                    for court                               - Debt 
                    involvement                             exposures 
                    to interpret                            are monitored 
                    the laws.                               during 
                                                            contract 
                    The treasury                            lives 
                    related                                 and firm 
                    risks                                   operational 
                    faced                                   decisions 
                    by Cape                                 are taken 
                    include                                 when limits 
                    client                                  are approached 
                    and bank                                or breached 
                    credit                                  - Bank 
                    risk and                                creditworthiness 
                    foreign                                 and relationships 
                    exchange                                are monitored 
                    risk.                                   by 
                    The credit                              Group 
                    risks                                   Treasury 
                    faced                                   - Business 
                    by Cape                                 units 
                    vary by                                 endeavour 
                    geography,                              to balance 
                    but are                                 revenues 
                    currently                               and costs 
                    highest                                 in 
                    in oil                                  matched 
                    based                                   currencies 
                    economies                               wherever 
                    with developing                         possible 
                    financial                               - Group 
                    systems,                                Treasury 
                    non-investment                          will hedge 
                    grade                                   higher 
                    banks                                   currency 
                    and where                               risk exposures 
                    our clients                             if required 
                    may be 
                    local 
                    sub-contractors 
                    with delayed 
                    payment 
                    practices. 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 L. IT-system      The IT                 - Geographic     - A variety            Please 
  and cyber         risks                  expansion        of cyber-attack        see page 
  risks             faced                  - Operational    monitoring             38 of 
                    by Cape                excellence       and response           the 2016 
                    include                                 software               Annual 
                    increasing                              has                    Report 
                    cyber                                   been implemented 
                    risks,                                  - Design 
                    increasing                              and development 
                    data and                                of the 
                    network                                 global 
                    protection                              ERP system 
                    requirements,                           that will 
                    business                                significantly 
                    continuity/disaster                     standardise 
                    recovery                                operations 
                    considerations                          and processing 
                    and ageing                              across 
                    legacy                                  all of 
                    systems                                 Cape 
                    which                                   - Consolidation 
                    will be                                 of payrolls, 
                    gradually                               where 
                    transitioned                            practicable 
                    to a new                                - General 
                    robust                                  data protection 
                    global                                  regulation 
                    ERP system.                             readiness 
                                                            planning 
                                                            has commenced 
                                                            - Data 
                                                            categorisation 
                                                            and classification 
                                                            is underway 
                                                            - Global 
                                                            review 
                                                            of business 
                                                            continuity/disaster 
                                                            recovery 
                                                            plans 
                                                            - Development 
                                                            of plans 
                                                            to regularly 
                                                            test and 
                                                            gradually 
                                                            migrate 
                                                            payrolls 
                                                            to a cloud 
                                                            based 
                                                            solution 
                                                            - Email 
                                                            systems 
                                                            have been 
                                                            migrated 
                                                            to Office 
                                                            365 
----------------  ---------------------  ---------------  ---------------------  ----------  ------------------------- 
 

Viability statement

In accordance with the UK Corporate Governance Code, the directors have assessed the prospect for the Group over a longer period than the twelve-month going concern provision.

The directors' assessment of the Group's prospects for the three-year period is based on the review and analysis described below. The directors consider this to be a reasonable process which therefore allows them to form a reasonable expectation of the Group's prospects in the circumstances of the inherent uncertainty of a three-year period. The time period was selected to represent the duration of the Group's contract base, with construction contracts having a typical duration of two to three years, while a change in provider for maintenance contracts takes around one to two years. Additionally, the revaluation of both the IDC and pension liabilities takes place on a three-year cycle.

The Group performs a strategic review each year, in which the Board reviews Cape's current position, strategy and risks and opportunities alongside current and expected market conditions and trends. Our viability assessment was based upon the Group's strategy and planning information and assessed the discrete impact of each individual selected principal risk, with the impact from a number of these risks also assessed on a combined basis. This analysis considers cash flows, covenant projections and liquidity and other key financial measures over the period. The selected key risks against which the strategy model has been stress tested are those that management considers could affect the future viability of the Group. These risks are highlighted on pages 34 to 39 and included the following: political and security instability in one region; acceptance of a new contract with unfavourable terms; poor operational performance on an existing contract; new scope of liability relating to IDC, with additional assessment undertaken on the timing of the resulting cash flows; loss of a key customer and an increase in interest rates and tax liabilities.

Based upon a robust assessment of the principal risks to the Group's prospects and consideration of the duration of the Group's contract base and the projected timing of IDC and pension outflows, the directors concluded that there is a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three--year assessment period.

Appendix 3: Related party transactions

Details of directors' emoluments are shown in note 36 'Related party transactions' to the consolidated financial statements and in the Directors' Remuneration Report on pages 65 to 77 of the 2016 Annual Report.

There have been no material transactions with the Company and other related parties during the year.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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April 06, 2017 02:00 ET (06:00 GMT)

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